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Exhibit 4.3  


 
 

STOCK PURCHASE AGREEMENT    
    


VitaCube
Systems Holdings, Inc.

480 South Holly Street

Denver, Colorado 80246 


Ladies &
Gentlemen: 


        The
undersigned,                        (the "Investor"), hereby confirms its agreement with you as follows: 


        1.     This
Stock Purchase Agreement (the "Agreement") is made as of                        , 2004 between VitaCube Systems Holdings,
 Inc., a Nevada corporation
(the "Company"), and the Investor. 


        2.     The
Company has authorized the sale and issuance of the minimum of 7,666,666 shares and additional shares (together, the "Shares") of common stock of the Company, $.001
par value per share (the "Common Stock"), to certain investors in a private placement (the "Offering") at one or more closings. 


        3.     The
Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the
Investor                        
Shares, for a purchase price of $.30 per share, or an aggregate purchase price of $                        , pursuant to the Terms and Conditions
for Purchase of Shares attached hereto as Annex I and incorporated herein by reference as if fully set forth herein (the "Terms and Conditions"). This Stock Purchase Agreement, together with
the Terms and Conditions which are incorporated herein by reference as if fully set forth herein, may hereinafter be referred to as the "Agreement." Unless otherwise requested by the Investor,
certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 


        4.     Together
with this Agreement, the Investor tenders to the Company cash or a check made payable to "CST&T AAF-VitaCube Escrow Account" in the amount indicated above. These
funds will be held in an escrow account until released at the Closing at which this Agreement is accepted. If the Offering is terminated without acceptance by the Company of this subscription or my
subscription is rejected, the subscription amount will be returned to me without interest. The Company has the right to reject this subscription in whole or in part, for any reason. 


        5.     The
Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the
Company or persons known to it to be affiliates of the Company, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member as of the date hereof. Exceptions: 





. 


(If
no exceptions, write "none." If left blank, response will be deemed to be "none.") 


        Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. By executing this Agreement, the Investor
acknowledges that the Company may use the information in paragraph 4 above and the name and address information below in preparation of the Registration Statement (as defined in
Annex 1). This Agreement may be 


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executed
in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 



	AGREED AND ACCEPTED:

VitaCube Systems Holdings, Inc.	 	Investor:                                      
                                      
	 	 	By:                                       
                                        
	

	
 	

Print
Name:                                        
                                  
	By: Sanford D. Greenberg	 	 
	Title: Chief Executive Officer	 	Title:                                       
                                       
	

 	
 	

Address:                                        
                                    
	

 	
 	

Tax ID
No.:                                        
                                  
	

 	
 	

Contact
name:                                        
                                
	

 	
 	

Telephone:                                       
                                   
	

 	
 	

Name in which shares should be registered (if different):
	

 	
 	






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   ANNEX I  


 TERMS AND CONDITIONS FOR PURCHASE OF SHARES  


        1.    Authorization and Sale of the Shares.    Subject to these Terms and Conditions, the Company has authorized the
sale of the minimum of 7,666,666 Shares in the Offering. The Company reserves the right to increase this number without limit. 


        2.    Agreement to Sell and Purchase the Shares; Subscription Date.    



        2.1   At
the Closing (as defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions
hereinafter set forth, the number of Shares set forth in Section 3 of the Stock Purchase Agreement to which these Terms and Conditions are attached at the purchase price set forth thereon. 


        2.2   The
Company may enter into the same form of Stock Purchase Agreement, including these Terms and Conditions, with other investors (the "Other Investors") and expects to
complete sales of Shares to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and the Stock Purchase Agreement to which these Terms and
Conditions are attached and the Stock Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the
"Agreements.") The Company may accept executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase
price per Share and concluding upon the date (the "Subscription Date") on which the Company has (i) executed Agreements with Investors for the purchase of at least 7,666,666 Shares, and
(ii) notified MDB Capital Group, LLC, in its capacity as placement agent for this transaction, in writing that it is no longer accepting additional Agreements from Investors for the purchase of
Shares. The Company may not reallocate any Shares or enter into any Agreements after the Subscription Date. 


        2.3   The
obligations of each Investor under any Agreement are several and not joint with the obligations of any Other Investor, and no Investor shall be responsible in any
way for the performance of the
obligations of any other Investor under any Agreement. Nothing contained herein, and no action taken by any Investor hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated hereby, provided that such obligations or the transactions contemplated hereby may be modified, amended or waived in accordance with Section 9 below. Each Investor shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement (provided, that such rights may be modified, amended or waived in
accordance with Section 9 below), and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose. 




        3.    Delivery of the Shares at Closing.    The completion of the purchase and sale of the Shares subscribed hereunder
(the "Closing") shall occur when determined by the Company and the placement agent. The first Closing will occur when the Company has received subscriptions for the minimum of 7,666,666 Shares, and
thereafter there may be additional Closings as determined from time to time by the Company and the placement agent (each Closing is sometimes referred to as the "Closing Date"). The Offering will
terminate April 5, 2004, unless extended, with any notice to Investors, to a date not later than 30 days thereafter, as determined by the Company and the placement agent with notice to
the escrow agent. Closings will take place at the offices of the Company's counsel. At the Closing, the Company shall deliver to the Investor or its representative one or more stock certificates
representing the number of Shares set forth pursuant to Section 3 of the Stock Purchase Agreement, each such 


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certificate
to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. 



        The
Company's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by
the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the
Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the
Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. 


        The
Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have
executed Agreements for the purchase of at least 7,666,666 Shares in the Offering, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the
Closing Date for this subscription in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct
as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company's counsel as to the
matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), of the sale of the Shares. 



        The
Investor's obligation to purchase the Shares shall be subject to the following additional conditions prior to or at the first Closing: (i) entry into an agreement for the
conversion of non-trade payables of the Company, in an amount of up to $100,000, into common stock of the Company at a conversion rate of $.30 for each share of common stock issued,
(ii) the conversion of $500,000 plus accrued interest of subordinated loans and a bridge loan of Mr. Sanford Greenberg into shares of common stock of the Company at a conversion rate of
$.30 for each share of common stock issued, (iii) the conversion of $1,335,861 plus accrued interest of the subordinated loan of Mr. Warren Cohen into shares of common stock of the
Company at a conversion rate of $.30 for each share of common stock issued, (iv) receipt by MDB Capital Group LLC, for its benefit and the benefit of the Investors, subject to modification by
MDB Capital Group, LLC alone for itself and the Investors, of lock-up agreements ("Lock-up Agreement") from each of the officers and directors and 5% shareholders of the
Company, the lock-up period to be from the date of the Closing until the later of 90 days after the effective date of the registration statement provided in Section 7 and any
registration statement for the common stock underlying the warrant to be issued to MDB Capital Group, LLC or one year from the first Closing, and (v) execution by Stanford Greenberg of a four
year employment agreement with the Company, reasonably acceptable to MDB Capital Group, LLC, which provides for annual compensation to be no greater than $150,000 and options to purchase up to
4,000,000 shares of common stock of the Company, at $.60 per share, subject to normal anti-dilution provisions, vesting at the rate of no more than 1,000,000 per year, after the year of
employment. 


        4.    Representations, Warranties and Covenants of the Company.    The Company hereby represents and warrants to, and
covenants with, the Investor, as follows: 



        4.1    Organization.    The Company is duly organized and validly existing in good standing under the laws of the
jurisdiction of its organization. Each of the Company and its Subsidiaries (as defined in Rule 405 under the Securities Act) has full power and authority to own, operate and occupy its
properties and to conduct its business as presently conducted and as described in the documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of its most recently completed fiscal year through the date hereof, including, without limitation, its most recent report on Form 10-KSB (the "Exchange Act Documents") and
is registered or qualified to do business and in good standing in each jurisdiction 



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in
which the nature of the business conducted by it or the location of the properties owned or leased by it requires such qualification and where the failure to be so qualified would have a material
adverse effect upon the condition (financial or otherwise), earnings, business, properties or operations of the Company and its Subsidiaries, considered as one enterprise (a "Material Adverse
Effect"), and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. 


        4.2    Due Authorization and Valid Issuance.    The Company has all requisite power and authority to execute, deliver
and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding
agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the
public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The
Shares being purchased by the Investor hereunder will, upon issuance and payment therefore pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and
non-assessable. 


        4.3    Non-Contravention.    The execution and delivery of the Agreements, the issuance and sale of the
Shares under the Agreements, the fulfillment of the terms of the Agreements and the consummation of the transactions contemplated thereby will not (A) conflict with or constitute a violation
of, or default (with the passage of time or otherwise) under, (i) any material bond, debenture, note or other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan
agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound,
(ii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (iii) any law, administrative regulation, ordinance or order of any court or
governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such
conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (B) result in the creation or imposition of any lien, encumbrance, claim, security
interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition
contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or
any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other
order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States or any other person is required for the execution
and delivery of the Agreements and the valid issuance and sale of the Shares to be sold pursuant to the Agreements, other than such as have been made or obtained, and except for any
post-closing securities filings or notifications required to be made under federal or state securities laws. 


        4.4    Capitalization.    The capitalization of the Company as of September 30, 2003 is as set forth in the
most recent applicable Exchange Act Documents, increased as set forth in the next sentence. The Company has not issued any capital stock since that date other than (i) options to purchase
472,500 shares under employee benefit plans disclosed in the Exchange Act Documents, (ii) outstanding warrants, options or other securities disclosed in the Exchange Act Documents,
(iii) 433,425 shares of common stock in a private placement terminated on January 31, 2004, and 



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(iv) 610,000
shares and options to purchase 456,000 shares issued upon conversion of $305,000 of notes payable by the Company. The Shares to be sold pursuant to the Agreements have been duly
authorized, and when issued and paid for in accordance with the terms of the Agreements will be duly and validly issued, fully paid and non-assessable. To its knowledge, the outstanding
shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable, have been issued in compliance with all federal and state securities laws,
and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Exchange Act Documents and on the
Offering summary attached to the Agreements, to its knowledge, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments
convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or
arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company or any Subsidiary, any such
convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, to its knowledge, no preemptive right, co-sale right, right of first
refusal, registration right, or other similar right exists with respect to the Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors
of the Company or others is required for the issuance and sale of the Shares. The Company owns the entire equity interest in each of its Subsidiaries, free and clear of any pledge, lien, security
interest, encumbrance, claim or equitable interest, other than as described in the Exchange Act Documents. Except as disclosed in the Exchange Act Documents, to its knowledge, there are no
stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party or between or among any of the Company's stockholders. 


        4.5    Legal Proceedings.    There is no material legal or governmental proceeding pending or, to the knowledge of the
Company, threatened to which the Company or any Subsidiary is or may be a party or of which the business or property of the Company or any Subsidiary is subject that is not disclosed in the Exchange
Act Documents. 


        4.6    No Violations.    Neither the Company nor any Subsidiary is in violation of its charter, bylaws, or other
organizational document, or in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any
Subsidiary, which violation, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, or is in default (and there exists no condition which, with the passage of
time or otherwise, would constitute a default) in any material respect in the performance of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust
or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which
the Company or any Subsidiary is bound or by which the properties of the Company or any Subsidiary are bound, which would be reasonably likely to have a Material Adverse Effect. 



        4.7    Governmental Permits, Etc.    With the exception of the matters which are dealt with separately in Sections
4.1, 4.12, 4.13 and 4.14, each of the Company and its Subsidiaries has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or
governmental agency, department, or body that are currently necessary for the operation of the business of the Company and its Subsidiaries as currently conducted and as described in the Exchange Act
Documents except where the failure to currently possess could not reasonably be expected to have a Material Adverse Effect. 



        4.8    Intellectual Property.    Except as specifically disclosed in the Exchange Act Documents (i) each of the
Company and its Subsidiaries owns or possesses sufficient rights to conduct its 



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business
in the ordinary course, including, without limitation, rights to use all material patents, patent rights, industry standards, trademarks, copyrights, licenses, inventions, trade secrets,
trade names and know-how (collectively, "Intellectual Property") described or referred to in the Exchange Act Documents as owned or possessed by it or that are necessary for the conduct of
its business as now conducted or as proposed to be conducted except where the failure to currently own or possess would not have a Material Adverse Effect ("Company Intellectual Property"),
(ii) neither the Company nor any of its Subsidiaries is infringing, or has received any notice of, or has any knowledge of, any asserted infringement by the Company or any of its Subsidiaries
of, any rights of a third party with respect to any Intellectual Property that, individually or in the aggregate, would have a Material Adverse Effect and (iii) neither the Company nor any of
its Subsidiaries has received any notice of, or has any knowledge of, infringement by a third party with respect to any Intellectual Property rights of the Company or of any Subsidiary that,
individually or in the aggregate, would have a Material Adverse Effect. Company Intellectual Property does not include any Publicly Available Software and the Company has not used Publicly Available
Software in whole or in part in the development of any part of Company Intellectual Property in a manner that may subject the Company or Company Intellectual Property in whole or in part, to all or
part of the license obligations of any Publicly Available Software. "Publicly Available Software" means each of (i) any software that contains, or is derived in any manner (in whole or in part)
from, any software that is distributed as free software, open source software (e.g. Linux), or similar licensing and distribution models; and (ii) any software that requires as a condition of
use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (a) be disclosed or distributed
in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no or minimal charge. Publicly Available Software includes, without
limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library
GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), the Sun
Industry Source License (SISL), and the Apache Server License. 


        4.9    Financial Statements.    The financial statements of the Company and the related notes contained in the
Exchange Act Documents present fairly, in accordance with generally accepted accounting principles, the financial position of the Company and its Subsidiaries as of the dates indicated, and the
results of its operations and cash flows for the periods therein specified consistent with the books and records of the Company and its Subsidiaries except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments which are not expected to be material in amount. Such financial statements (including the related notes) have
been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except as may be disclosed in the notes to such
financial statements, or in the case of unaudited statements, as may be permitted by the Securities and Exchange Commission (the "SEC") on Form 10-QSB under the Exchange Act and
except as disclosed in the Exchange Act Documents. The other financial information contained in the Exchange Act Documents has been prepared on a basis consistent with the financial statements of the
Company. The draft financial statements for the year ended December 31, 2003 ("2003 Draft Financial Statements"), without notes, present fairly, in accordance with generally accepted accounting
principles, the financial position of the Company and its Subsidiaries as at that date, and the results of operations and cash flows for the period therein specified, consistent with the books and
records of the Company and its Subsidiaries, subject to audit and normal and recurring year-end adjustments which are not expected to be material in amount. 



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        4.10    No Material Adverse Change.    Except as disclosed in the Exchange Act Documents and in the 2003 Draft
Financial Statements, since December 31, 2003, there has not been (i) any material adverse change in the financial condition or earnings of the Company and its Subsidiaries considered as
one enterprise, (ii) any material adverse event affecting the Company or its Subsidiaries, (iii) any obligation, direct or contingent, that is material to the Company and its
Subsidiaries considered as one enterprise, incurred by the Company, except obligations incurred in the ordinary course of business, (iv) any dividend or distribution of any kind declared, paid
or made on the capital stock of the Company or any of its Subsidiaries, or (v) any loss or damage (whether or not insured) to the physical property of the Company or any of its Subsidiaries
which has been sustained which has a Material Adverse Effect. 


        4.11    Disclosure.    The representations and warranties of the Company contained in this Section 4 as of the
date hereof and as of the Closing Date, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. Except with respect to the material terms and conditions of the transaction contemplated by the Agreements, which
shall be publicly disclosed by the Company pursuant to Section 16 hereof, the Company confirms that neither it nor any person acting on its behalf has provided Investor with any information
that the Company believes constitutes material, non-public information. The Company understands and confirms that Investor will rely on the foregoing representations in effecting
transactions in securities of the Company. 


        4.12    OTC Compliance.    The Company's Common Stock is a reporting company pursuant to Section 15(d) of the
Exchange Act and is traded on OTC:BB (the "OTC"), and the Company has taken no action
designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or termination of trading the Common Stock on the OTC, nor has the Company
received any notification that the SEC or the OTC is contemplating terminating such registration or listing. 


        4.13    Reporting Status.    The Company has filed in a timely manner all documents that the Company was required to
file under the Exchange Act during the 12 months preceding the date of this Agreement. The Company is eligible to use Form S-1 to register the Shares to be offered for the
account of the Investors. To its knowledge, the following documents complied in all material respects with the SEC's requirements as of their respective filing dates, and the information contained
therein as of the date thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in
light of the circumstances under which they were made not misleading: 



        (a)   Annual
Report on Form 10-K for the year ended December 31, 2002, Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2003, June 30, 2003 and March 31, 2003, and Current Reports on Form 8-K filed on March, 5, 2003, July, 1, 2003 (as amended), August 13,
2003 (as amended), and September 10, 2003; and 


        (b)   all
other documents, if any, filed by the Company with the SEC during the one-year period preceding the date of this Agreement pursuant to the reporting
requirements of the Exchange Act. 




        The
Company covenants with the Investor to register its common stock under Section 12 of the Exchange Act not later than the effective date of the Registration Statement referred
to in Section 7 of this Agreement. 



        4.14    Listing.    The Company shall comply with all requirements of the OTC with respect to the issuance of the
Shares and the listing thereof on the OTC:BB. 



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        4.15    No Manipulation of Stock.    The Company has not taken and will not, in violation of applicable law, take, any
action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. 


        4.16    Company not an "Investment Company".    The Company has been advised of the rules and requirements under the
Investment Company Act of 1940, as amended (the "Investment Company Act"). To the best knowledge of the Company, the Company is not, and immediately after receipt of payment for the Shares will not
be, an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act and shall conduct its business in a manner so that it will not become
subject to the Investment Company Act. 


        4.17    Foreign Corrupt Practices.    Neither the Company, nor to the best knowledge of the Company, any agent or
other person acting on behalf of the Company, has (i) directly or indirectly, used any corrupt funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from
corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or
(iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. 


        4.18    Accountants.    To the Company's knowledge, Ehrhardt, Keefe, Steiner & Hottman PC (former accountants
to the Company) and Spicer Jefferies & Co. (current accountants to the Company), are independent accountants as required by the Securities Act and the rules and regulations promulgated
thereunder. 


        4.19    Contracts.    The contracts described in the Exchange Act Documents that are material to the Company are in
full force and effect on the date hereof, and neither the Company nor, to the Company's knowledge, any other party to such contracts is in breach of or default under any of such contracts which would
have a Material Adverse Effect. 


        4.20    Taxes.    The Company has filed all necessary federal, state and foreign income and franchise tax returns when
due (or obtained appropriate extensions for filing) and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or
threatened against it which would have a Material Adverse Effect. 


        4.21    Transfer Taxes.    On the Closing Date, all stock transfer or other taxes (other than income taxes) which are
required to be paid in connection with the sale and transfer of the Shares to be sold to the Investor hereunder will be, or will have been, fully paid or provided for by the Company and all laws
imposing such taxes will be or will have been fully complied with. 



        4.22    Private Offering.    Assuming the correctness of the representations and warranties of the Investors set forth
in Section 5 hereof, the offer and sale of Shares hereunder is exempt from registration under the Securities Act. The Company has not distributed and will not distribute prior to the Closing
Date any offering material in connection with this Offering and sale of the Shares other than the documents of which this Agreement is a part or the Exchange Act Documents or the 2003 Draft Financial
Statements. The Company has not in the past nor will it hereafter take any action independent of the placement agent to sell, offer for sale or solicit offers to buy any securities of the Company
which would bring the offer, issuance or sale of the Shares as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act, unless 



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such
offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act. 


        4.23    Disclosure Controls and Procedures; Internal Controls.    To its knowledge, at all times since first required
by all applicable Exchange Act rules, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others
within those entities, particularly during the period in which the Form 10-KSB or Form 10-QSB, as the case may be, is being prepared. The Company's certifying
officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by each Form 10-KSB or
Form 10-QSB for which such evaluation was required by applicable Exchange Act rules, as the case may be (each such date, the "Evaluation Date"). The Company presented in each such
Form 10-KSB or Form 10-QSB, as the case may be, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date. Since the most recent Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is used in Item 307(b) of
Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. 


        4.24    Transactions With Affiliates.    Except as disclosed in the Exchange Act Documents, none of the officers or
directors of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director
or, to the knowledge of the Company, any entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner. 




        5.    Representations, Warranties and Covenants of the Investor.    



        5.1   The
Investor represents and warrants to, and covenants with, the Company that: (i) either (A) the Investor is an "accredited investor" as defined in
Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares
presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has
requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares or (B) the Company has made available to the Investor,
prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and to
obtain any additional information relating to the financial condition and business of the Company and the Investor, either alone or with its purchaser representative, has such knowledge and experience
in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares; (ii) the Investor is acquiring the number of Shares set forth
in Section 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares
or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws
and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the Registration Statement
and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the 



16







 

Closing
Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no
longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Shares set forth in Section 3 of the
Stock Purchase Agreement, relied only upon the Exchange Act Documents, the 2003 Draft Financial Statements and the representations and warranties of the Company contained herein. The Investor
understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom,
which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities
laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time.
Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects. 



        5.2   The
Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit
an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where legal action by the
Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or
delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 



        5.3   The
Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement and without causing the
prospectus delivery requirement under the Securities Act to be satisfied (whether by delivery of the Prospectus or pursuant to and in compliance with an exemption from such requirement), and the
Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may
occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth in Section 7.2(c). 



        5.4   The
Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into
this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this
Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 


        5.5   Investor
will not use any of the restricted Shares acquired pursuant to this Agreement to cover any short position in the Common Stock of the Company if doing so would
be in violation of applicable securities laws and otherwise will comply with federal securities laws in the holding and sale of the Shares. 


        5.6   The
Investor understands that nothing in the Exchange Act Documents, 2003 Draft financial Statements, this Agreement or any other materials presented to the Investor in
connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. 



17









  



The
Investor has consulted such legal, tax and investment advisers as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 


        5.7   The
Company acknowledges and agrees that Investor does not make or has not made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Sections 5 and 16(a) of this Agreement, or in the Investor Questionnaire. 



        5.8   The
Investor acknowledges that in connection with the materials it received in this Offering that it has been provided draft financial statements as of
December 31, 2003 of the Company which are not public information. These financial statements are agreed to be non-public confidential information, subject to Section 16 of
this Agreement. 


        5.9   Investor
agrees not to acquire any publicly traded securities of the Company until the later of disclosure by the Company of its December 31, 2003 financial
statements and the closing of this Offering. 




        6.    Survival of Representations, Warranties and Agreements.    Notwithstanding any investigation made by any party
to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of
the Shares being purchased and the payment therefore. 


        7.    Registration of the Shares; Compliance with the Securities Act.    



        7.1    Registration Procedures and Other Matters.    The Company shall: 



        (a)   subject
to receipt of necessary information from the Investors after prompt request from the Company to the Investors to provide such information, prepare and file with
the SEC, within 90 days after the first Closing Date, a registration statement on Form S-1 (the "Registration Statement") to enable the resale of the Shares by the Investors
from time to time over the OTC or other automated quotation system or national securities exchange or in privately-negotiated transactions; 



        (b)   subject
to receipt of necessary information from the Investors after prompt request from the Company to the Investors to provide such information, use its reasonable
commercial efforts to cause the Registration Statement to become effective as soon thereafter as practicable, using all commercially reasonable efforts; 


        (c)   use
its all commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period not exceeding,
with respect to each Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Investor may sell all Shares then
held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act, or (iii) such time as all Shares purchased by such Investor in this Offering have
been sold pursuant to a registration statement; 


        (d)   furnish
to the Investor with respect to the Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses and
Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other
disposition of all or any of the Shares by the Investor; provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be
subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will comply with the applicable provisions of the Securities Act and 




18







 





of
such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; 



        (e)   file
documents required of the Company for normal blue sky clearance in states specified in writing by the Investor and use its reasonable commercial efforts to maintain
such blue sky qualifications during the period the Company is required to maintain the effectiveness of the Registration Statement pursuant to Section 7.1(c); provided, however, that the
Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; 


        (f)    bear
all expenses in connection with the procedures in paragraph (a) through (e) of this Section 7.1 (other than underwriting discounts or
commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) and the registration of the Shares pursuant
to the Registration Statement; and 


        (g)   advise
the Investor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of
the Registration Statement or of the
initiation or threat of any proceeding for that purpose; and it will promptly use its reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal at the
earliest possible moment if such stop order should be issued. 




        Notwithstanding
anything to the contrary herein, the Registration Statement shall cover only the Shares. In no event at any time before the Registration Statement becomes effective with
respect to the Shares shall the Company publicly announce or file any other registration statement, other than registrations on Form S-8, without the prior written consent of a
majority in interest of the Investors. 


        The
Company understands that the Investor disclaims being an underwriter, but if the SEC deems the Investor to be an underwriter, the Company shall not be relieved of any obligations it
has hereunder; provided, however that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an
acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration
Statement with the SEC. 


        7.2    Transfer of Shares After Registration; Suspension.    



        (a)   The
Investor agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the
Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the
Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. 


        (b)   Except
in the event that paragraph (c) below applies, the Company shall (i) if deemed necessary by the Company, prepare and file from time to time with the
SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or
file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold thereunder, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which 




19







 





they
were made, not misleading; (ii) provide the Investor copies of any documents filed pursuant to Section 7.2(b)(i) as the Investor may reasonably request; and
(iii) inform each Investor that the Company has complied with its obligations in Section 7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the
Registration Statement which has not yet been declared effective, the Company will notify the Investor to that effect, will use its reasonable commercial efforts to secure the effectiveness of such
post-effective amendment as promptly as possible and will promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). 


        (c)   Subject
to paragraph (d) below, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of
effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any
other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement
or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; then the Company shall deliver a certificate in writing to the Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such
Suspension Notice, the Investor will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the Investor's receipt of copies of a supplemented or amended
Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable commercial efforts to cause the use of the
Prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to the Investor. In addition to and without limiting any other
remedies (including, without limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company fails to comply with the
provisions of this Section 7.2(c). 


        (d)   Notwithstanding
the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Shares under the Registration Statement as a
result of Suspensions on more than two occasions of not more than 30 days each in any twelve month period, unless, in the good faith judgment of the Company's Board of Directors, upon the
written opinion of counsel of the Company, the sale of Shares under the Registration Statement in reliance on this paragraph 7.2(d) would be reasonably likely to cause a violation of the
Securities Act or the Exchange Act and result in liability to the Company. 


        (e)   Provided
that a Suspension is not then in effect, the Investor may sell Shares under the Registration Statement, provided that it arranges for delivery of a current
Prospectus to the transferee of such Shares. Upon receipt of a request therefore, the Company has agreed 




20







 





to
provide an adequate number of current Prospectuses to the Investor and to supply copies to any other parties requiring such Prospectuses. 


        (f)    In
the event of a sale of Shares by the Investor pursuant to the Registration Statement, the Investor must also deliver to the Company's transfer agent, with a copy to
the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Shares may be properly transferred. 




        7.3    Indemnification.    For the purpose of this Section 7.3: 


        (i)    the
term "Selling Stockholder" means the Investor and any affiliate of such Investor; 


        (ii)   the
term "Registration Statement" shall include the Prospectus in the form first filed with the SEC pursuant to Rule 424(b) of the Securities Act or filed as
part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required, and any exhibit, supplement or amendment included in or relating to the Registration
Statement referred to in Section 7.1; and 


        (iii)  the
term "Untrue Statement" means any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 



        (a)   The
Company agrees to indemnify and hold harmless each Selling Stockholder from and against any losses, claims, damages or liabilities to which such Selling Stockholder
may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any breach of the
representations or warranties of the Company contained herein or failure to comply with the covenants and agreements of the Company contained herein, (ii) any Untrue Statement, or
(iii) any failure by the Company to fulfill any undertaking included in the Registration Statement as amended or supplemented from time to time, and the Company will reimburse such Selling
Stockholder for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, or preparing to defend any such
action, proceeding or claim, provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or
liability arises out of, or is based upon, an Untrue Statement made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Stockholder
specifically for use in preparation of the Registration Statement, as amended or supplemented from time to time (including, without limitation, information set forth in the Investor Questionnaire), or
the failure of such Selling Stockholder to comply with its covenants and agreements contained in Section 7.2 hereof respecting sale of the Shares or any statement or omission in any Prospectus
that is corrected in any subsequent Prospectus that was delivered to the Selling Stockholder prior to the pertinent sale or sales by the Selling Stockholder. The Company shall reimburse each Selling
Stockholder for the indemnifiable amounts provided for herein on demand as such expenses are incurred. 


        (b)   The
Investor agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, damages or liabilities to which the Company (or
any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon, (i) any failure to comply with the covenants and agreements contained in Section 7.2 hereof respecting sale of the Shares, or 




21







 





(ii) any
Untrue Statement if such Untrue Statement was made in reliance upon and in conformity with written information furnished by or on behalf of the Investor specifically for use in
preparation of the Registration Statement, as amended or supplemented from time to time (including, without limitation, information set forth in the Investor Questionnaire), and the Investor will
reimburse the Company (or such officer, director or controlling person), as the case may be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any
such action, proceeding or claim. The Investor shall reimburse the Company or such officer, director or controlling person, as the case may be, for the indemnifiable amounts  provided for herein on
demand as such expenses are incurred. Notwithstanding the foregoing, the Investor's aggregate obligation to indemnify the Company
and such officers, directors and controlling persons shall be limited to the net amount received by the Investor from the sale of the Shares. 


        (c)   Promptly
after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an
indemnifying person pursuant to this Section 7.3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission
to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 7.3 (except to the extent that such omission
materially and adversely affects the indemnifying person's ability to
defend such action) or from any liability otherwise than under this Section 7.3. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified
person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the
aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying
person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by
such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would
make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees
and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid
in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be
unreasonably withheld or delayed. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of
which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of
such indemnified person from all liability on claims that are the subject matter of such proceeding. 


        (d)   If
the indemnification provided for in this Section 7.3 is unavailable to or insufficient to hold harmless an indemnified person under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying person shall contribute to the
amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and the Investor, as well as any other Selling Shareholders under 




22







 





such
Registration Statement on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an Untrue Statement, whether the Untrue Statement
relates to information supplied by the Company on the one hand or an Investor or other Selling Shareholder on the other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such Untrue Statement. The Company and the Investor agree that it would not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Investor and other Selling Shareholders were treated as one entity for such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified person as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Investor shall not be required to contribute any amount in excess of the amount by which
the net amount received by the Investor from the sale of the Shares to which such loss relates exceeds the amount of any damages which such Investor has otherwise been required to pay by reason of
such Untrue Statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Investor's obligations in this subsection to contribute shall be in proportion to its Investor sale of Shares to which such loss relates and shall not
be joint with any other Selling Shareholders. 


        (e)   The
parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the
provisions hereof including, without limitation, the provisions of this Section 7.3, and are fully informed regarding said provisions. They further acknowledge that the provisions of this
Section 7.3 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration
Statement as required by the Securities Act and the Exchange Act. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to
certain of the provisions of this Section 7.3, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this
Section 7.3 and further agree not to attempt to assert any such defense. 




        7.4    Termination of Conditions and Obligations.    The conditions precedent imposed by Section 5 or this
Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities
Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the
Registration Statement covering such Shares or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act. 


        7.5    Information Available.    So long as the Registration Statement is effective covering the resale of Shares
owned by the Investor, the Company will furnish to the Investor: 



        (a)   as
soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in
accordance with generally accepted accounting principles by a firm of certified public accountants), (ii) its 




23







 


Annual
Report on Form 10-KSB and (iii) its Quarterly Reports on Form 10-QSB (the foregoing, in each case, excluding exhibits); 



        (b)   upon
the request of the Investor, all exhibits excluded by the parenthetical to subparagraph (a) of this Section 7.5 as filed with the SEC and all other
information that is made available to shareholders; and 


        (c)   upon
the reasonable request of the Investor, the President or the Chief Financial Officer of the Company (or an appropriate designee thereof) will meet with the Investor
or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any
Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at
the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor
shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto. 




        7.6    Legend; Restrictions on Transfer.    The certificate or certificates for the Shares (and any securities issued
in respect of or exchange for the Shares) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be
substantially as follows: 




THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 





The
Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or
all of the Shares and, if required under the terms of such arrangement, Investor may, as permitted by law, transfer pledged or secured Shares to the pledgees or secured parties. So long as Investor is
not an affiliate of the Company, such a pledge or transfer would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel
to the pledgee, secured party or pledgor shall be obtained. At the Investor's expense, so long as the Shares are subject to the legend required by this Section 7.6, the Company will use its
reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares
including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Investor's obligations pursuant to
Section 7.2(a). 


        7.7    Liquidated Damages.    The Company and Investor agree that Investor will suffer damages if the Company fails to
fulfill certain of its filing date and other obligations pursuant to Section 7.1 and 7.2 hereof and that it would not be possible to ascertain the extent of such damages with precision.
Accordingly, the Company hereby agrees to pay liquidated damages ("Liquidated Damages") to Investor under the following circumstances: (a) if the Registration Statement is not filed by the
Company on or prior to 90 days after the first Closing Date in the Offering (such an event, a "Filing Default"); (b) if the Registration Statement is not declared effective by the SEC on
or prior to September 1, 2004 (such an event, an "Effectiveness Default"); or (c) if the Registration Statement (after its effectiveness date) ceases to be effective and available to
Investor 



24







 




for
any continuous period that exceeds 30 days or for one or more period that exceeds in the aggregate 60 days in any 12-month period (such an event, a "Suspension Default"
and together with a Filing Default and an Effectiveness Default, a "Registration Default"). In the event of a Registration Default, the Company shall as Liquidated Damages pay to Investor, for each
30-day period of a Registration Default, an amount in cash equal to 0.5% of the aggregate purchase price paid by Investor pursuant to this Agreement up to a maximum of 10% of the aggregate
purchase price of the Shares, provided that Liquidation Damages in respect of a Suspension Default shall not be payable in relation to any Shares not owned by the Investor at the time of the
Suspension Default. The Company shall pay the Liquidated Damages as follows: (i) in connection with a Filing Default, on the 91st day after the first Closing Date, and each 30th day thereafter
until the Registration Statement is filed with the SEC; (ii) in connection with an Effectiveness Default, on September 1, 2004 and each 30th day thereafter until the Registration
Statement is declared effective by the SEC; or (iii) in connection with a Suspension Default, on either (x) the 31st consecutive day of any Suspension or (y) the 61st day (in the
aggregate) of any Suspensions in any 12-month period, and each 30th day thereafter until the Suspension is terminated in accordance with Section 7.2. Notwithstanding the foregoing,
all periods shall be tolled during delays directly caused by the action or inaction of any Investor, and the Company shall have no liability to any Investor in respect of any such delay. The
Liquidated Damages payable herein shall apply on a pro rata basis for any portion of a 30-day period of a Registration Default. 




        8.    Notices.    All notices, requests, consents and other communications hereunder shall be in writing, shall be
mailed (A) if within the United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if
delivered from outside the United States, by International Federal Express (or other recognized international express courier) or facsimile, and shall be deemed given (i) if delivered by
first-class registered or certified mail, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if
delivered by International Federal Express (or other recognized international express courier), two business days after so mailed, (iv) if delivered by facsimile, upon electronic confirmation
of receipt and shall be delivered as addressed as follows: 



        (a)   if
to the Company, to: 




VitaCube
Systems Holdings, Inc.

480 South Holly Street

Denver, Colorado 80246

Attn: Sanford D. Greenberg 





        (b)   with
a copy to: 




Robert
Shaiman, Esq.

Lohf, Shaiman, Jacobs, Hyman & Feiger

950 South Cherry Street

Suite 900

Denver, Colorado 80246 





        (c)   if
to the Investor, at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the Company in writing. 




        9.    Changes.    This Agreement may be modified, amended or waived only pursuant to a written instrument signed by
the Company and (a) Investors holding a majority of the Shares issued and sold in the Offering, provided that such modification, amendment or
waiver is made with respect to all Agreements and does not adversely affect the Investor without adversely affecting all Investors in a similar manner; or (b) the Investor. 


25







 

        10.    Headings.    The headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be part of this Agreement. 



        11.    Severability.    In case any provision contained in this Agreement should be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 


        12.    Governing Law.    This Agreement shall be governed by, and construed in accordance with, the internal laws of
the State of California, without giving effect to the principles of conflicts of law. 



        13.    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to
the other parties. 


        14.    Entire Agreement.    This Agreement constitute the entire agreement between the parties hereto and supersedes
any prior understandings or agreements concerning the purchase and sale of the Shares and the resale registration of the Shares. 



        15.    Rule 144.    The Company covenants that it will timely file the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Investor
holding Shares purchased hereunder made after the first anniversary of the Closing Date, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the
Securities Act), and it will take such further action as any such Investor may reasonably request, all to the extent required from time to time to enable such Investor to sell Shares purchased
hereunder without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of the Investor, the Company will deliver to such holder a written statement as to whether it has
complied with such information and requirements. 


        16.    Confidential Information.    



        (a)   The
Investor represents to the Company that, at all times during the Company's offering of the Shares, the Investor has maintained in confidence all
non-public information regarding the Company received by the Investor from the Company or its agents, and covenants that it will continue to maintain in confidence such information until
such information (a) becomes generally publicly available other than through a violation of this provision by the Investor or its agents or (b) is required to be disclosed in legal
proceedings (such as by deposition, interrogatory, request for
documents, subpoena, civil investigation demand, filing with any governmental authority or similar process), provided, however, that before making any use or disclosure in reliance on this
subparagraph (b) the Investor shall give the Company at least fifteen (15) days prior written notice (or such shorter period as required by law) specifying the circumstances giving rise
thereto and will furnish only that portion of the non-public information which is legally required and will exercise its reasonable commercial efforts to obtain reliable assurance that
confidential treatment will be accorded any non-public information so furnished. 


        (b)   The
Company shall on the Closing Date issue a press release disclosing the material terms of the transactions contemplated hereby (including at least the number of
Shares sold and proceeds therefrom). The Company shall not publicly disclose the name of Investor, or include the name of Investor in any filing with the SEC or any state and federal regulatory agency
or the Nasdaq (other than the filing of the Agreements with the SEC pursuant to the Exchange Act), without the prior written consent of Investor, except to the extent such disclosure is required by
law, regulation or Nasdaq regulations. 



26







 





        17.    No Third-Party Beneficiaries.    This Agreement is intended for the benefit of the parties hereto and their
respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. 



        18.    Knowledge.    The term "knowledge" in this Agreement shall mean the knowledge of the directors and officers of
the Company. 


        19.    Appointment of Agent.    The Investor appoints MDB Capital Group, LLC as its agent to enforce and amend or
modify the Lock-up Agreement on its behalf, as it deems appropriate with full discretion, and the enforcement, amendment or modification may be, in part or in whole, detrimental to the
Investor and benefit the other Investors or MDB Capital Group, LLC. MDB Capital Group, LLC is a third party beneficiary of the Lock-up Agreement. 


27








   VITACUBE SYSTEMS, INC.  


 INVESTOR QUESTIONNAIRE  


 (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)  



	

To:	
 	

VitaCube Systems Holdings, Inc.

480 South Holly Street

Denver, Colorado 80246





        This
Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $.001 per
share, of VitaCube Systems Holdings, Inc. (the "Securities"). The Securities are being offered and sold by VitaCube Systems Holdings, Inc. (the "Corporation") without registration under
the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D
promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before
offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information
supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. 


        This
Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this
Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale
of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All
potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to
complete your answers to any item. 


A.    BACKGROUND INFORMATION    



	Name:	 	 
	 	

	

Business Address:	

 	

 
	 	
 (Number and Street)
	


	(City)	(State)	(Zip Code)
	

Telephone Number:	

(            )

	

Residence Address:	

 	

 
	 	
 (Number and Street)
	


	(City)	(State)	(Zip Code)
	

Telephone Number:	

(            )






	If an individual:	 	 	 	 	 	 	 
	Age:	 	 	Citizenship:	 	 	Where registered to vote:	 
	 	
	 	 	
	 	 	





28







 


	If a corporation, partnership, limited liability company, trust or other entity:
	 	 	Type of entity:	 	 	 	 
	 	 	 	

	 	 	State of formation:	 	 	Date of formation:	 
	 	 	 	
	 	 	






	Social Security or Taxpayer Identification No.	 	 	 	 	 	 
	 	

	Send all correspondence to (check one):	 	 	Residence Address	 	 	Business Address
	 	
	 	 	
	 	 





	Current ownership of securities of the Corporation:
	 	                        shares of common stock, par value $.001 per share (the "Common Stock")

	 	options to purchase                        shares of Common Stock.




29







 

B.    STATUS AS ACCREDITED INVESTOR    


        I.      The undersigned is an "accredited investor" as such term is defined in Regulation D under the Act, as at the time of the sale of the
Securities the undersigned falls within one or more of the following categories (Please initial one or more, as applicable):(1)  



	
    
	
 	

(1)	

a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Corporation Act of 1940 or a business development company as
defined in Section 2(a)(48) of that Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and
maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the investment decisions made solely by persons that are accredited investors;
	

    
	
 	

(2)	

a private business development company as defined in Section 202(a)(22) of the Investment Adviser Act of 1940;
	

    
	
 	

(3)	

an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities offered, with
total assets in excess of $5,000,000;
	

    
	
 	

(4)	

a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such person's purchase of the Securities exceeds $1,000,000;
	

    
	
 	

(5)	

a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same
income level in the current year;
	

    
	
 	

(6)	

a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
and
	

    
	
 	

(7)	

an entity in which all of the equity owners are accredited investors (as defined above).






	(1)
	As
used in this Questionnaire, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purpose of subsection (4), the principal
residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining
income, the investor should add to the investor's adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership,
deductions claimed for depiction, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income. 



        II.    The undersigned is not an "accredited investor" as such term is defined in Regulation D under the Act, as at the time of the sale of the
Securities, and each of the following statements is true and correct:  



	 	 	 	(initial)
	 	 	
	 





	(a)
	The
Company has made available to the undersigned, during the course of this transaction and prior to the acquisition of the Securities, the opportunity to ask questions of and
receive complete and correct answers from representatives of the Company concerning the terms and 



30







 


conditions
of the Securities and to obtain any additional information relating to the financial condition and business of the Company; 



	(b)
	The
undersigned, either alone or with its purchaser representative, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating
the merits and risks of the investment in the Securities;



	(c)
	The
undersigned has received or been given access to all information required to be furnished to the undersigned pursuant to Rule 502(b) of the Securities Act. 




C.    REPRESENTATIONS    


        The
undersigned hereby represents and warrants to the Corporation as follows: 



	1.
	Any
purchase of the Securities would be solely for the account of the undersigned and not for the account of any other person or with a view to any resale, fractionalization, division,
or distribution thereof.



	2.
	The
information contained herein is complete and accurate and may be relied upon by the Corporation, and the undersigned will notify the Corporation immediately of any material change
in any of such information occurring prior to the closing, if any, with respect to the purchase of Securities by the undersigned or any co-purchaser.



	3.
	There
are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the undersigned as reported in this Questionnaire.



	4.
	The
undersigned acknowledges that there may occasionally be times when the Corporation determines that it must suspend the use of the Prospectus forming a part of the Registration
Statement (as such terms are defined in the Stock Purchase Agreement to which this Questionnaire is attached), as set forth in Section 7.2(c) of the Stock Purchase Agreement. The undersigned is
aware that, in such event, the Securities will not be subject to ready liquidation, and that any Securities purchased by the undersigned would have to be held during such suspension. The overall
commitment of the undersigned to investments which are not readily marketable is not excessive in view of the undersigned's net worth and financial circumstances, and any purchase of the Securities
will not cause such commitment to become excessive. The undersigned is able to bear the economic risk of an investment in the Securities.



	5.
	The
undersigned has carefully considered the potential risks relating to the Corporation and a purchase of the Securities, and fully understands that the Securities are speculative
investments which involve a high degree of risk of loss of the undersigned's entire investment. Among others, the undersigned has carefully considered each of the risks identified in
Exhibit 99.1 to the Annual Report on Form 10-K for the year ended December 31, 2002. 




        IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire this            day
of                        , 2004, and declares under oath that it is truthful and correct. 



	 	 	
 Print Name
	

 	
 	

By:	

 
	 	 	 	
 Signature
	

 	
 	

Title:	

 
	 	 	 	
 (required for any purchaser that is a corporation, partnership, trust or other entity)




31







 
[Company Letterhead]


            ,
200            



	

 	
 	

 
	Re:	 	VitaCube Systems Holdings, Inc.; Registration Statement on Form S-1






Dear Selling Shareholder: 


        Enclosed
please find five (5) copies of a prospectus dated                        , 200[    ] (the
"Prospectus") for your use in reselling your shares of common stock, $.001 par value (the "Shares"), of
VitaCube Systems Holdings, Inc. (the "Company"), under the Company's Registration Statement on Form S-3 (Registration
No. 333-                        ) (the "Registration Statement"), which has
been declared effective by the Securities and Exchange
Commission. As a selling shareholder under the Registration Statement, you have an obligation to deliver a copy of the Prospectus to each purchaser of your Shares, either
directly or through the broker-dealer who executes the sale of your Shares.


        The
Company is obligated to notify you in the event that it suspends trading under the Registration Statement in accordance with the terms of the Stock Purchase Agreement between the
Company and you. During the period that the Registration Statement remains effective and trading thereunder has not been suspended, you will be permitted to sell your Shares which are included in the
Prospectus under the Registration Statement. Upon a sale of any Shares under the Registration Statement, you or your broker will be required to deliver to the Transfer Agent,  [Name of Transfer Agent]
(1) your restricted stock certificate(s) representing the Shares, (2) instructions for
transfer of the Shares sold, and (3) a representation letter from your broker, or from you if you are selling in a privately negotiated transaction, or from such other appropriate party, in the
form of Exhibit A attached hereto (the "Representation Letter"). The Representation Letter confirms that the Shares have been sold pursuant to
the Registration Statement and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale was made in accordance with all applicable securities laws, including
the prospectus delivery requirements. 


        Please
note that you are under no obligation to sell your Shares during the registration period. However, if you do decide to sell, you must comply with the requirements described in
this letter or otherwise applicable to such sale. Your failure to do so may result in liability under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
Please remember that all sales of your Shares must be carried out in the manner set forth under the caption "Plan of Distribution" in the Prospectus if you sell under the Registration Statement. The
Company may require
an opinion of counsel reasonably satisfactory to the Company if you choose another method of sale. You should consult with your own legal advisor(s) on an ongoing basis to
ensure your compliance with the relevant securities laws and regulations.


        In order to maintain the accuracy of the Prospectus, you must notify the undersigned upon the sale, gift, or other transfer of any Shares by you, including the
number of Shares being transferred, and in the event of any other change in the information regarding you which is contained in the Prospectus. For example, you must notify the undersigned if you
enter into any arrangement with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer.
Depending on the circumstances, such transactions may require the filing of a supplement to the prospectus in order to update the information set forth under the caption "Plan of Distribution" in the
Prospectus.


        Should
you need any additional copies of the Prospectus, or if you have any questions concerning the foregoing, please write to me at VitaCube Systems Holdings, Inc. Thank you. 



	

 	
 	

Sincerely,




32







 
Exhibit A  


CERTIFICATE OF SUBSEQUENT SALE  


[Name
of Transfer Agent]

[Address of Transfer Agent] 



	

RE:	
 	

Sale of Shares of Common Stock of VitaCube Systems Holdings, Inc. (the "Company") pursuant to the Company's Prospectus
dated                        , 200[    ] (the "Prospectus")






Dear Sir/Madam: 


        The
undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Shareholders in the Prospectus, that the
undersigned has sold the shares pursuant to the Prospectus and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale complies with all securities laws
applicable to the undersigned, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. 



	Selling Shareholder (the beneficial owner):	 
	 	 	

	

Record Holder (e.g., if held in name of nominee):	

 
	 	 	

	

Restricted Stock Certificate No.(s):	

 
	 	 	

	

Number of Shares Sold:	

 	

 
	 	

	

Date of Sale:	

 	

 
	 	






        In
the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly
issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer
on your records with regard to such certificate. 



	

 	

 	
 	

Very truly yours,
	

Dated:	

 	
 	

By:	

 
	 	
	 	 	

	

 	

 	
 	

Print Name:	

 
	 	 	 	 	

	

 	

 	
 	

Title:	

 
	 	 	 	 	

	

cc:	

VitaCube Systems Holdings, Inc.

480 South Holly Street

Denver, Colorado 80246

Attn: [            ]	
 	

 	

 




33











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